Midus is a product operated by AgentCore LLC ("AgentCore," "we," "us," or "our"). These Terms of Service ("Terms") govern access to and use of Midus websites, apps, APIs, and related services (collectively, the "Service"). By creating an account, inviting or being invited to an organization, or using any part of the Service, you agree to these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree to these Terms, do not use the Service.

1. Definitions

• Account means a unique Midus login tied to a user identity.

• Administrator means a user designated by a Customer to manage the Customer’s Organization, billing, and settings.

• Affiliate means an entity that controls, is controlled by, or is under common control with a party.

• Customer or you means the company or person that has accepted these Terms and is responsible for Authorized Users.

• Organization means a workspace provisioned by or for a Customer where Authorized Users collaborate.

• Authorized User means any individual who accesses the Service under Customer’s Account, including employees, contractors, and invited guests.

• Customer Content means content, files, documents, data, prompts, chat messages, attachments, URLs, metadata, API keys you provide, and any information you configure the Service to ingest from your systems or third‑party services.

• Output means responses or artifacts produced by the Service for Customer, including AI‑generated content.

• Service Data means operational data collected by the Service, such as usage logs, device information, diagnostics, and telemetry.

• Third‑Party Services means products or services not provided by AgentCore that you choose to connect to the Service, including model providers, data stores, identity providers, and integrations.

2. Eligibility and Business Use

The Service is intended for business use by individuals who are 18 or older. By using the Service, you confirm that you are legally able to enter into these Terms and that you will use the Service for business purposes.

3. Account Registration and Security

You must provide accurate and complete information when creating an Account and keep that information current. You are responsible for all activities that occur under your Account. Keep your credentials confidential and notify us promptly of suspected unauthorized use. Administrators control access to an Organization and may manage or terminate Authorized Users.

4. Subscriptions, Billing, and Taxes

4.1 Plans and fees. Access to the Service requires a paid subscription unless otherwise stated. Fees are charged per plan, seat, and usage metric described at signup or in your order. Unless stated otherwise, all fees are non‑refundable.

4.2 Metered usage and overages. Certain features are billed based on usage. We may show metering and estimated charges in the product. You agree to pay overages as incurred.

4.3 Trials. Trials may be offered at our discretion. We may end or modify a trial at any time. When a trial ends, your plan will convert as stated at signup unless you cancel.

4.4 Invoicing and payment. You authorize us to charge your payment method or invoice you according to your plan. Unpaid amounts may accrue late fees at the lesser of 1.5 percent per month or the maximum allowed by law and may result in suspension.

4.5 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and similar charges, other than taxes based on our income. If we are required to collect taxes, we will add them to your invoice.

5. The Service

5.1 What Midus provides. Midus is a collaborative AI workspace for teams. It offers chat interfaces, real‑time collaboration, organizational memory, retrieval over connected sources, workflow automations, analytics, and administrative controls. Features may vary by plan and region.

5.2 No custom agent development. Midus does not offer bespoke agent‑building services unless agreed in a separate signed statement of work. The core Service is a configurable platform, not a custom development engagement.

5.3 Changes to the Service. We may enhance, modify, or discontinue features. If a change materially reduces core functionality of a paid plan, we will provide notice and, if you choose to terminate within 30 days of notice, a pro‑rated refund of pre‑paid fees for the unused period of the materially affected plan.

6. Third‑Party Services and Model Providers

6.1 Your connections. You may connect Third‑Party Services to Midus. Your use of Third‑Party Services is governed by their terms and privacy policies. We are not responsible for Third‑Party Services and do not endorse or control them.

6.2 Model providers. The Service may route prompts and context to third‑party AI model providers to generate Output. Where we do so, we do it as your processor under Section 9. We do not permit model providers to use Customer Content for their own model training or improvement unless you opt in.

6.3 Bring your own keys. If you supply your own keys for a Third‑Party Service, you are responsible for those services, charges, rate limits, and security of the keys. Do not upload keys you are not authorized to use.

7. Customer Content, Output, and Ownership

7.1 Ownership. As between you and us, you own Customer Content and Output. No transfer of ownership occurs under these Terms.

7.2 License to operate the Service. You grant us and our subprocessors a worldwide, non‑exclusive, royalty‑free license to host, copy, process, transmit, display, and create ephemeral transformations of Customer Content and Output as needed to provide and maintain the Service, to prevent abuse, to secure the Service, and to comply with law.

7.3 Improving the Service. We do not use Customer Content or Output to train or improve foundation models. We may use aggregated and de‑identified Service Data to improve the Service and our security. We will not attempt to re‑identify de‑identified data.

7.4 Responsibility for Customer Content. You are responsible for Customer Content and how you and your Authorized Users obtain and use it. You represent that you have all rights necessary to provide Customer Content to the Service and grant the license in Section 7.2.

7.5 Data portability. Administrators can export Customer Content from supported features at any time during a paid subscription. After termination, we will retain Customer Content for up to 30 days to allow retrieval unless you request earlier deletion or we are legally required to retain it.

8. Privacy and Data Protection

8.1 Roles. For Customer Content and Output, we act as a processor and you act as the controller. For Service Data, we act as a controller.

8.2 Privacy Policy. The Midus Privacy Policy explains how we collect and use personal data. It is part of these Terms.

8.3 DPA. Our Data Processing Addendum, including standard contractual clauses where applicable, is available upon request at legal@heymidus.com and is incorporated by reference when you are a controller under applicable law.

8.4 Subprocessors. We use subprocessors to provide the Service. A current list is available upon request. We will provide notice of new subprocessors and allow you to object on reasonable grounds related to data protection.

8.5 Regional transfers. We may transfer personal data to countries where we or our subprocessors operate. We will protect personal data in accordance with the DPA and applicable law.

8.6 No special categories. Do not provide health information, biometric identifiers, or other special categories of personal data unless permitted in writing by us and covered by the DPA. The Service is not intended for HIPAA‑regulated data.

9. Security

9.1 Safeguards. We use administrative, technical, and physical safeguards designed to protect Customer Content. This includes encryption in transit, encryption at rest for primary storage, access controls, and regular security reviews.

9.2 Customer responsibilities. You are responsible for secure configuration of your Organization, user permissions, identity management, and the security of any systems and Third‑Party Services you connect to the Service.

9.3 Incident response. If we become aware of unauthorized access to Customer Content in our possession, we will notify you without undue delay and provide information we can reasonably disclose, consistent with law and security needs.

10. Acceptable Use

You and your Authorized Users will not:

• Violate laws or infringe intellectual property, privacy, or other rights.

• Upload content that is unlawful, harmful, exploitative, harassing, defamatory, or discriminatory.

• Attempt to probe, scan, or test the vulnerability of the Service or bypass security or rate limits.

• Reverse engineer or access the Service to build a competing product.

• Use the Service to develop, train, or improve models that compete with Midus or AgentCore.

• Misrepresent Output as human‑generated when disclosure is required by law.

• Introduce malware or attempt to disrupt or overload the Service.

• Use the Service for high‑risk activities where failure could lead to death, personal injury, or severe environmental damage.

• Use the Service to generate misinformation intended to deceive the public on civic processes, health, or safety.

We may investigate and act on violations, including removing content, limiting features, or suspending Accounts.

11. Beta, Preview, and Experimental Features

We may offer features labeled beta, preview, or similar. These features are provided for evaluation, may change without notice, may not be covered by support or SLAs, and may be subject to additional terms. Do not rely on beta features in production without safeguards.

12. Service Availability and Support

We aim to keep the Service available and performant. From time to time maintenance or outages may occur. We provide standard support through in‑product channels and email. Availability targets or SLAs may be offered under a separate written agreement.

13. Suspension

We may suspend access to the Service if you: (a) breach these Terms; (b) allow your account to become delinquent; (c) use the Service in a way that risks the security, integrity, or availability of the Service; (d) are the subject of an investigation for suspected misconduct related to the Service; or (e) we are required by law or by a court or governmental order. We will use reasonable efforts to limit any suspension to the affected portion and to restore access promptly once the issue is resolved.


14. Intellectual Property

14.1 Ownership. We and our licensors own the Service and all related intellectual property. These Terms do not grant you any ownership interest in the Service.

14.2 License. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes during your subscription.

14.3 Feedback. You grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate into the Service any feedback or suggestions you provide without obligation.

14.4 Open source. The Service may include open source components governed by their licenses. We will provide required notices on request.


15. Publicity

We may identify your company name and logo as a customer on our websites and marketing materials. You may opt out at any time by emailing legal@heymidus.com.


16. Compliance, Export, and Sanctions

You will comply with all applicable laws, including export control and sanctions laws. You will not use the Service in or for the benefit of embargoed countries or prohibited parties. You represent that you are not subject to sanctions and are not located in an embargoed jurisdiction.


17. Government Use

If you are a U.S. Government user, the Service is provided as “Commercial Computer Software” only with the rights set out in these Terms.


18. Disclaimers

18.1 General. The Service is provided “as is” and “as available.” We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

18.2 AI outputs. Output may be inaccurate, incomplete, or otherwise unreliable. You are responsible for reviewing Output before using it. The Service does not provide legal, medical, accounting, or other professional advice.


19. Indemnification

19.1 By Customer. You will defend, indemnify, and hold harmless AgentCore and its Affiliates from claims, damages, liabilities, costs, and expenses arising out of Customer Content, your use of the Service in violation of these Terms, or your violation of law or third-party rights.

19.2 By AgentCore. We will defend you against claims that the Service, as provided by us and used according to these Terms, infringes a third party’s U.S. patent, copyright, or trademark, and we will pay final damages and reasonable fees awarded by a court. We have no obligation for claims arising from Customer Content, Third-Party Services, your modifications, your combination of the Service with items not provided by us, or your non-compliance with these Terms. If the Service is found to infringe, we may procure the right for you to continue using it, replace or modify it, or terminate the affected portion and issue a pro-rated refund for the unused period.

For all indemnities, the indemnified party must promptly notify the indemnifying party of the claim, allow control of the defense and settlement, and provide reasonable cooperation.


20. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data, even if advised of the possibility.

Except for your payment obligations and your indemnification obligations, each party’s total liability arising out of or related to these Terms will not exceed the amount paid by you to AgentCore for the Service in the twelve (12) months before the event giving rise to liability. Some jurisdictions do not allow certain limitations, so some limitations may not apply.


21. Term and Termination

These Terms start when you first accept them and continue until your subscription ends or your Account is closed. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. We may terminate immediately if you violate Section 10 or if your use causes material risk to the Service or others.

On termination, your license ends and you must stop using the Service. Sections that by their nature should survive will survive, including 7, 8, 9, 10, 14–20, 22–33.


22. Effect of Termination and Data Return

Upon termination, we will retain Customer Content for up to thirty (30) days so you can export it, unless you request earlier deletion or applicable law requires longer retention. After that period, we will delete Customer Content from active systems within a reasonable time. Backups will be purged in the ordinary course of business.


23. Dispute Resolution and Arbitration

23.1 Informal resolution. Before filing a claim, the parties will try to resolve the dispute informally by emailing legal@heymidus.com. If not resolved within thirty (30) days, either party may bring a claim as set out below.

23.2 Arbitration. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration will be Wilmington, Delaware. The language will be English. Judgment on the award may be entered in any court of competent jurisdiction.

23.3 Class actions and jury trial. The parties agree to resolve disputes only on an individual basis. Class actions and class arbitrations are not allowed. The parties waive the right to a jury trial.

23.4 Exceptions. Either party may seek injunctive relief in court to protect its intellectual property or confidential information, or file a claim in small claims court where eligible.

23.5 Opt out. You may opt out of arbitration by sending a written notice to legal@heymidis.com within thirty (30) days after you first accept these Terms. If you opt out, Section 23.2 will not apply and courts in Delaware will have exclusive jurisdiction.

23.6 Governing law. These Terms are governed by the laws of the State of Delaware, excluding its conflict of laws rules.


24. Confidentiality

Each party may disclose to the other non-public information designated as confidential or that should reasonably be understood to be confidential. The receiving party will use such information only to perform under these Terms and will protect it with at least the same care it uses for its own confidential information. Exclusions apply for information that is public, already known, independently developed, or received from another source without duty of confidentiality. If required by law to disclose, the receiving party will give prompt notice and cooperate to seek protection.


25. Notices

We may send notices by email to the address associated with your Account or by posting within the Service. Legal notices to us must be sent to legal@heymidus.com with a copy to: AgentCore LLC, Attn: Legal, 8 The Green, Suite A, Dover, DE 19901, USA.


26. Changes to Terms

We may update these Terms from time to time. We will post the updated Terms and change the effective date. If a change materially affects your rights or obligations, we will provide notice. Your continued use of the Service after the effective date constitutes acceptance of the changes.


27. Assignment

You may not assign these Terms without our prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of assets, provided the assignee agrees to be bound by these Terms. We may assign these Terms to an Affiliate or in connection with a corporate transaction.


28. Force Majeure

Neither party will be liable for failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disorder, labor disputes, internet or utility failures, or government actions.


29. Entire Agreement; Severability; Waiver

These Terms, the Privacy Policy, the DPA, and any order forms are the entire agreement between you and us regarding the Service and supersede all prior agreements about the Service. If any provision is found unenforceable, the remaining provisions will remain in effect. Failure to enforce any provision is not a waiver of that provision.


30. Contact

Questions about these Terms can be sent to legal@heymidus.com.


31. Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.


32. No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms. No person or entity other than the parties may enforce any provision of these Terms.


33. Headings

Headings are for convenience only and do not affect interpretation.